2017 Activism Year in Review

CONFIDENTIAL JANUARY 2018

LAZARD’S SHAREHOLDER ADVISORY GROUP 2017 Activism Year in Review

Lazard has prepared the information herein based upon publicly available information and for general informational purposes only. The information is not intended to be, and should not be construed as, financial, legal or other advice, and Lazard shall have no duties or obligations to you in respect of the information. ·

2017 ACTIVISM YEAR IN REVIEW

Key Observations on the Activist Environment in 2017 1 Activists deployed a record amount of capital in 2017, leveraging their credibility with traditional shareholders and access to large pools of capital to attack the largest companies globally

 $62 billion deployed by 108 activists across 193 campaigns globally in 2017, more than double the total capital deployed in 2016

 Attacks on ADP, AkzoNobel, BHP, Credit Suisse, GM, Honeywell, Nestlé, NXP and Procter & Gamble confirmed that national champions and industry icons can be targets and that no company is immune

 Activists won an additional 100 Board seats in 2017, raising their five-year total to 551 2 Campaign activity surged in Europe, driven by prominent U.S. activists turning abroad to find comparatively attractive valuation entry points and potential “low hanging fruit” for operational and strategic actions to enhance shareholder value

 Capital deployed in Europe increased to $22 billion in 2017, more than double the average of $10 billion deployed over 2013–16

 Nearly 30% of campaigns in 2017—a 65% increase compared to 2013–16—were against European targets, with U.S. activists—primarily Elliott, Third Point and White Tale (Corvex & 40 North)—accounting for over half of the activist capital deployed in Europe for the year 3 High-profile proxy fights highlighted the increased independence and changing temperaments of large institutional investors, especially index funds

 The expanding influence of BlackRock, State Street and Vanguard continued to be felt across the governance landscape, from public statements by the firms’ CEOs on investment stewardship principles to more aggressive stances taken on gender diversity and climate risk

 Index funds showed an increased willingness to support dissidents in complex and consequential proxy contests (e.g., BlackRock supporting Pershing Square at ADP and Trian at P&G; State Street also supporting Trian at P&G and Land & Buildings at Taubman) 4 The nexus between activism and M&A grew stronger, with the attractiveness of event-driven returns encouraging activists to assert themselves as a key player on the M&A chessboard and raising the appetite of strategic acquirers to adopt activism as a tactic

 Activist agitation led to numerous strategic and sale processes as the “fix” for underperforming businesses, and acquirers leveraged the disruption created by activism (e.g., Buffalo Wild Wings, BroadSoft, Parexel, SeaWorld1, Whole Foods)

 Shareholder pressure resulted in the scuttling or sweetening of M&A deals that were poorly received by investors (SandRidge/Bonanza, Huntsman/Clariant, Qualcomm/NXP, Bain-Cinven/STADA, Safran/Zodiac, KKR/Hitachi Kokusai, GE/Arcam)

 PPG’s ultimately unsuccessful bid for AkzoNobel was assisted with pressure from Elliott, while Broadcom is running a slate of candidates to replace Qualcomm’s Board in an effort to complete its unsolicited bid for the company

Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Based on market reports of sale process. 1 2017 ACTIVISM YEAR IN REVIEW

1 Campaign Activity and Capital Deployment ($ in billions)

Annual Campaign Activity Quarterly Campaign Activity

1 # of Companies Targeted # of Campaigns Initiated # of Campaigns Initiated1 1Q 2017 was the busiest quarter in the last two years 201 211 183 193 67 165 62 194 51 Mean: 47 46 Mean: 168 176 162 170 43 37 136 38 32 2017 campaigns in line with 2016

2013 2014 2015 2016 2017 1Q 2016 2Q 2016 3Q 2016 4Q 2016 1Q 2017 2Q 2017 3Q 2017 4Q 2017

Capital Deployment in New Campaigns Capital Deployment by Sector in 2017

Aggregate Value of New Activist Positions2 Aggregate Value of New Activist Positions2 2017 outpaced record year in $21.0 2015 Activity in $11.8 $11.6 $11.6 Power/Energy $17.5 $16.9 $16.5 increased substantially $14.9 in 2017 $13.9 $8.3 $11.0 $11.8 $7.7 $5.0 $4.5 $6.6 $6.6 $6.0 $4.2 $3.7 2% $1.3 0.2% $0.1 19% 19% 19% 13% 8% 7% 7% 6%

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q

Retail

Media

Fin. Inst. Fin. Telecom

Industrials

Consumer

Healthcare Real Estate Real 2015 2016 2017 Technology

Annual Power/Energy Aggregated 2014–16 $57.3 $30.9 $62.0 22% 13% 18% 13% 7% 12% 5% 8% 3% 2% Capital Avg.3 Deployed Source: Activist Insight, FactSet and public filings. Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 2 1 Companies spun off as part of campaign process counted separately. 2 Calculated as of campaign announcement date. Does not include derivative positions. 3 3-year average based on aggregate value of activist positions. 2017 ACTIVISM YEAR IN REVIEW

1 Campaign Activity by Leading Activists ($ in billions)

New Campaigns Countries w/ Live Activist Aggregate Market Value of Activist Positions1 2017 Campaigns2

Elliott $13.3 $19.1 19

Pershing Square $4.2 $6.6 1

Third Point $3.7 $7.6 3

Trian $3.3 $9.2 1

JANA $2.9 $3.5 7

TCI $2.2 $2.2 3

Corvex $1.5 $1.6 3

ValueAct $1.4 $8.1 3

Cevian $1.2 $16.0 2

Starboard Value $1.1 $4.3 7

Icahn $1.1 $7.8 4

Marcato $0.1 $0.6 3

2017 Activist Positions Current Activist Positions Launched Prior to 2017

Source: Activist Insight, FactSet and public filings. 3 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 2017 campaigns calculated as of campaign announcement date. Pre-2017 positions calculated as of latest filing date. 2 Based on country of incorporation. 2017 ACTIVISM YEAR IN REVIEW

1 Notable Campaign Developments in 2017

Launch Launch Date Company Activist Highlights Date Company Activist Highlights

 Icahn disclosed intent to nominate 4  Neuberger Berman had been rumored to candidates to the Board at the 2018 AGM invite activist interest in the stock 12/17  Follows agitation in 2016 that ultimately 4/17  JANA’s refusal to settle for Board seats resulted in separation of Conduent and resolved by the Company’s ultimate sale multiple Board seats for Icahn  Greenlight nominated 3 candidates as part  Pershing unsuccessfully pursued 3 seats in of campaign to split GM’s stock into highly acrimonious campaign dividend and growth shares 8/17  Pershing received <25% of votes, but 3/17  Value proposition did not resonate with earned the support of ISS, Glass Lewis and shareholders, who voted against the BlackRock proposal and Greenlight’s nominees  Elliott grievances included dual listing, capital return and Canadian potash  Elliott sued unsuccessfully to convene development EGM after Akzo rebuffed 3 takeover offers 7/17 3/17 from PPG  BHP announced U.S. shale divestiture and new Chairman pledged more stringent  CEO stepped down and sides settled on criteria for future investments new Supervisory Board nominees  Corvex and 40 North (acting as White Tale)  Mantle Ridge established special purpose successfully opposed planned merger with activist fund targeting single investment Huntsman with rapid stake build-up 7/17 2/17  Shareholders approved sizable make-  After the proposed merger was terminated, whole payment for incoming CEO in White Tale demanded 3 Board seats and a connection with campaign strategic review process at Clariant  High retail shareholder base (~40%)  Settlement agreement days before AGM presented a battle ground for the most avoided a likely activist win costly proxy fight in history 6/17 11/16  2 of Elliott’s 3 appointed nominees  After certified vote revealed that P&G had received recommendation from both Glass prevailed, P&G voluntarily added Peltz to Lewis and ISS the Board

 Nestlé set margin targets after Third Point  Company adjusted break-up plan after called for “bold action” including sale of objections by all 3 activists 6/17 5/15 L’Oréal stake and share buybacks  Revamped plan earned praise, but  Largest Third Point position ever at $3.5bn pressure remains to improve capital return

Source: Activist Insight, FactSet and public filings. 4 2017 ACTIVISM YEAR IN REVIEW

1 Board Seats Won by Activists

Board Seats Won1 Non-Activist Employees vs. Activist Employees Appointed as Directors

Board Seats Won1 # of Companies Targeted Board Seats Won1 Non-Activist Fund Employees Appointed Activist Fund Employees Appointed 84 79 46 57 50 145 133 145 133 41 Board seats 103 103 currently in play 100 Mean: 110 100 at 2018 106 meetings2 70 94 70 70 72 551 seats 51 changed hands since 2013 39 39 19 33 28 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 Activist Employees 27% 32% 29% 27% 28% as % of Total

Settlements vs. Proxy Contests Breakdown of Board Seats Won

Board Seats Won1 Board Seats Won Through Settlements Board Seats Won 2017 Board Seats Won Through Proxy Fights 86% of total seats won with no vote 145 133 14 6 103 100 16

70 112 127 100 68 86 49 64 35 21 21 18 14 2013 2014 2015 2016 2017 Outside Proxy Proxy Process After Proxy Filing Through Final Vote Total Seats Won Won Through Process Initiated Proxy Contest as 30% 34% 16% 12% 14% % of Total

Source: Activist Insight, FactSet and public filings. 5 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Represents Board seats won by activists in respective year, regardless of the year in which the campaign was initiated. 2 Board seats in play includes currently announced proxy contests at upcoming shareholder meetings in 2018. 2017 ACTIVISM YEAR IN REVIEW

2 Prominent Activists Making Larger Plays in Europe ($ in billions)

Capital Deployment in European Campaigns Selected European Activist Campaigns in 2017 Aggregate Market Value of New # of Campaigns Initiated Launch Activist Positions Date Company Activist Highlights $21.6  Sachem Head put pressure on Shire to consider selling or spinning off several divisions 10/17  Shire’s stock had struggled since its acquisition of Baxalta in 2016, and company had already been considering spinning off neuroscience unit

 RBR urged the Swiss bank into separate into three independent segments: a pure-play investment bank, an asset manager, and a 10/17 wealth management group  RBR later relented after other shareholders publicly opposed break-up thesis 53  Elliott pushed for higher price from Qualcomm, $10.7 42 2013–16 $10.1 $9.9 8/17 itself a target of activism in 2015, in largest Mean: $9.7 43 semiconductor deal in history $8.2  Nestlé set margin targets after Third Point called for “bold action” including sale of L’Oréal stake 6/17 and share buybacks 27  Largest Third Point position ever at $3.5bn  Cevian criticized acquisition record but supported 20 plan by new CEO to exit unprofitable service 5/17 contracts and potentially sell media holdings  Cevian later expressed disappointment that Ericsson extended time horizon for cost cuts  TCI opposed the Safran-Zodiac merger and 2013 2014 2015 2016 2017 wanted shareholders to be able to vote before % of Total 2/17 Safran initiated a tender offer; TCI also believed Capital 22% 14% 18% 27% 35% Safran was overpaying for Zodiac Deployed  Deal was ultimately approved in July 2017

Source: Activist Insight, FactSet and public filings. 6 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 2017 ACTIVISM YEAR IN REVIEW

2 2017 Shareholder Activism in Europe ($ in millions) Activists globally paid significant attention to Europe in 2017

2013 – 2016 2017 2017 Campaigns in Europe by Country

Europe Europe UK 13 17% Europe accounted for 27% nearly 30% of U.S. & U.S. & campaigns in 2017, a Italy 7 Other Other

83% 73% 65% increase over prior Campaigns years Germany 7

Switzerland 4 Europe reached 35% of Europe total activist capital Netherlands 4 19% Europe deployed in 2017 as U.S. & 35% U.S. & ~$22 billion went into Other Other new European France 4 81% 65% campaigns vs. an average of ~$10 billion Sweden 3 Capital Deployed Capital in 2013–16

Spain 3 Top Activists in Europe in 2017 Ireland 3 Activist Capital Deployed Campaigns Activist Capital Deployed Campaigns

Austria 3 1 $4,744 7 4 $1,212 2

2 $3,387 1 5 $565 1 Poland 1

3 $2,201 3 6 / $535 1 Greece 1

7 Source: Activist Insight, FactSet and press reports. Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 2017 ACTIVISM YEAR IN REVIEW

3 The Growing Influence of Passive Managers ($ in billions)

Cumulative Flows and Net Share Issuance1 S&P 500 Top 10 Shareholders5 Ownership Stake and Fund Flows # Shareholder Cumulative Holdings6 $1,300 $1,320 Style Since 2007 3Q 2017 1 Vanguard 7.5% Top 3 index funds 1,100 ETF +$820 +$19 account for 18.5% of the S&P 500, Index +$500 +$15 13.9% 900 2 BlackRock 6.5% compared to 14.7% Active ($1,236) ($73) five years ago 700 3 State Street 4.6% 18.5% 500 4 Capital Group 3.3% 21.8% 300

100 5 Fidelity 2.5% Top 5 24.3%

(100) 6 T. Rowe Price 1.9% 26.2%

(300) 7 Wellington Management 1.4% 27.7% (500) 8 Northern Trust 1.3% 29.0% (700) Vanguard has reported $368 billion of inflows in 2017 alone, (900) with ~$200 billion going into 9 Bank of America 1.3% 30.2% equities (1,100) 10 BNY Mellon 1.2% ($1,236) Top 10 31.5% (1,300) 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 5

Index Domestic Equity ETFs 2 Index Domestic Equity Mutual Funds 3 Actively Managed Domestic Equity Mutual Funds4

Source: FactSet, P&I and Simfund. 1 Equity mutual fund flows include net new cash flow and reinvested dividends. Data excludes mutual funds that invest primarily in other mutual funds. 2 ETF distribution channel. 3 All mutual index funds (excludes ETFs). 8 4 All mutual funds that are not index funds. 5 Represents data through 3Q 2017. 6 Represents 5-year change in ownership of stocks currently in the S&P 500 compared to the S&P 500 as of 9/30/12. 2017 ACTIVISM YEAR IN REVIEW

4 Activist Campaign Objectives

Campaign Objectives in 2017

% of Campaigns  Activists took a stand on M&A, pushing for strategic reviews or divestitures (e.g., BHP, DowDuPont, GE, Honeywell and Nestlé) 40% 37%  Activists also challenged announced deals on grounds of strategic fit and capital discipline (e.g., Clariant, EQT and SandRidge) and engaged in “bumpitrage” (e.g., Arcam, Hitachi Kokusai, NXP, STADA) 35% 32% 31%  Management change was less often a stated goal 30% at the outset of campaigns, but frequently part of the end result  Activist-sponsored CEO change in 2017 include 25% AIG, Arconic, Avon, Buffalo Wild Wings, GE, Mondelēz, Pandora, Perrigo, and Tenet

20% 19%

15% 13%

11% 11% 10% 10%

M&A/ Board Representation/ Business Strategy Operational Capital Governance Management Change Break-up/ Divestiture Sale of Company Changes Allocation/ Return

Source: Activist Insight, FactSet and public filings. 9 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 2017 ACTIVISM YEAR IN REVIEW

4 Activist Disruption of M&A – Selected Cases

One-third of all 2017 campaigns were M&A-related, with activists playing a variety of roles, including pursuit of better deal terms (“bumpitrage”) and opposing (often successfully) certain transactions on grounds of pricing or strategic fit

Activist Target Counterparty Activist Key Highlights

 Elliott took ~10% stake in Arcam after previously thwarting a GE deal with SLM  GE ultimately increased offer to a ~20% premium over original offer

 Elliott took ~5% stake after KKR bid stalled on concerns over fairness to minority Successful holders “Bumpitrage”  KKR ultimately paid ~25% premium over original offer

 Structure required 75% shareholder approval, allowing Elliott to hold out on behalf of minority holders despite 62% of shares already having approved  Private equity group agreed to pay ~12% premium to original price

 JANA opposed Rice merger in favor of a separation of E&P and midstream assets /  D.E. Shaw, in its first public foray into activism, called for a break-up of the Company after shareholders approved the merger

Opposition to /  Icahn, holding a ~14% stake, opposed the planned acquisition as “nonsensical” Announced  Merger abandoned in late December as shareholder support dwindled Transactions  Dissident group White Tale opposed the merger as value destructive, growing an initial 7% stake to 15% over two months  After the proposed merger was terminated under shareholder pressure, White Tale demanded 3 Board seats and a strategic review process

 Knight Vinke refused tender its ~5% stake to the Finland-based bidder /  Elliott disclosed a ~5% stake, but has not yet disclosed objectives Ongoing Campaigns  Elliott called the $110 per share opportunistic and estimated value at 23% higher  Elliott retained UBS to perform a financial analysis valuing the company at $136.50 per share

Source: Activist Insight, FactSet and public filings. 10 2017 ACTIVISM YEAR IN REVIEW

Key Questions for Activism in 2018

Will relative valuations continue to encourage activist interest in European targets?

Will activist agitation— How will the cash flows unlocked by hedge funds and by U.S. tax reform affect activist strategic acquirers— behavior and target fundamentally reshape identification? M&A processes?

How will market performance Does recent re-agitation at affect the way hedge funds Hess and Xerox portend a allocate capital between “second wave” of campaigns at activism, event-driven and existing activist targets? long/short strategies?

Will continued inflows into Will the governance passive funds attract new ? ecosystem heighten its focus questions about, or regulatory on cybersecurity as a key responses to, their market area for Board oversight? power?

11 CONFIDENTIAL 2017 ACTIVISM YEAR IN REVIEW

Appendix CONFIDENTIAL 2017 ACTIVISM YEAR IN REVIEW

A 2017 Campaigns and Key Objectives 2017 ACTIVISM YEAR IN REVIEW A 2017 CAMPAIGNS AND KEY OBJECTIVES

2017 Campaigns—Key Objectives ($ in millions)

Campaign Capital Announce Initial Business Board Return/ Management Date Company Mkt Cap1 Activist %O/S1 Strategy Change Governance M&A Structure Operational Change 12/21/2017 Altisource Residential $636 Snow Park --   12/21/2017 Banca Popolare di Sondrio 1,662 Amber Capital 5.0%  12/20/2017 Uniper 11,263 Knight Vinke Asset Mgmt. 5.0% 12/18/2017 Sonic 1,136 Southeastern Asset Mgmt. 16.0%   12/18/2017 Penn Virginia Corporation 527 Contrarian Capital Mgmt. 7.5%      12/18/2017 Cars.com 1,952 Starboard Value 9.9% 12/15/2017 Akamai Technologies 9,614 Elliott Mgmt. 6.5%   12/14/2017 Hess 13,559 Elliott Mgmt. 6.7%    12/13/2017 Tennant Company 1,107 PrimeStone Capital 5.2%  12/13/2017 Babcock & Wilcox Enterprises 208 Vintage Capital 14.9%  12/11/2017 Xerox Corp. 7,523 Icahn Associates 9.7%   11/27/2017 CA Immobilien Anlagen AG 2,574 Petrus Advisers 2.0%   11/22/2017 SandRidge Energy 595 Icahn Associates 13.5%  11/20/2017 SandRidge Energy 593 Fir Tree 8.2%  11/20/2017 Bloomin' Brands 1,666 JANA Partners 8.9%     11/20/2017 Mellanox Technologies 2,600 Starboard Value 9.8%    11/20/2017 HomeStreet 793 Roaring Blue Lion Capital 5.6%    11/20/2017 Obsidian Energy 628 FrontFour Capital 5.6%   11/17/2017 Envision Healthcare 3,515 Starboard Value 2.2%  11/17/2017 Hellenic Telecommunications 5,862 Amber Capital --  11/16/2017 Mednax 4,271 Elliott Mgmt. 7.0%  11/14/2017 Midstates Petroleum 436 Avenue Capital 13.9%    11/14/2017 Taubman Centers 3,422 Elliott Mgmt. 3.8%  11/9/2017 Pasona Group 597 Oasis Management 4.8%    11/7/2017 Sky PLC 20,604 Odey Asset Management 0.9%  11/3/2017 London Stock Exchange 16,963 TCI 5.1%   10/27/2017 Ingles Markets 489 GAMCO Asset Mgmt. 16.9%  10/25/2017 SUPERVALU 586 Blackwells Capital 3.6%    10/25/2017 Cedar Realty Trust 457 Snow Park 3.5%  10/24/2017 Power Corp. of Canada 10,798 W. Graeme Roustan <1%  10/20/2017 Dover Corporation 14,792 Third Point 1.1%  10/18/2017 Analogic 1,005 Voce Capital 1.5%  10/17/2017 ASATSU-DK 1,419 Oasis Management --  10/16/2017 Shire 47,296 Sachem Head Capital Mgmt. 0.2% 10/16/2017 Credit Suisse 40,523 RBR Capital Advisors 0.3%  Source: Activist Insight, FactSet and public filings. 12 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Calculated as of campaign announcement date. 2017 ACTIVISM YEAR IN REVIEW A 2017 CAMPAIGNS AND KEY OBJECTIVES

2017 Campaigns—Key Objectives (cont’d) ($ in millions)

Campaign Capital Announce Initial Business Board Return/ Management Date Company Mkt Cap1 Activist %O/S1 Strategy Change Governance M&A Structure Operational Change 10/11/2017 Smith & Nephew $16,166 Elliott Mgmt. 2.0%  10/11/2017 Babcock & Wilcox 193 VIEX Capital Advisors 6.4%    10/11/2017 GEA 9,118 Elliott Mgmt. 3.0%  10/8/2017 Monotype Imaging 839 Starboard Value / BLR 9.0% 10/6/2017 Cincinnati Bell 903 GAMCO Asset Mgmt. 11.4%  10/6/2017 The E.W. Scripps Company 1,347 GAMCO Asset Mgmt. 16.1%  10/6/2017 Sky PLC 21,145 Royal London Asset Mgmt. -- 10/2/2017 Bazaarvoice 421 VIEX Capital Advisors 3.7%  BlueMountain Capital / Elliott 9/29/2017 Ocean Rig UDW 2,155 39.0%  Mgmt. / Avenue Capital 9/28/2017 Kaman Corporation 1,506 GAMCO Asset Mgmt. 17.8%   9/28/2017 Ryman Hospitality Properties 3,155 GAMCO Asset Mgmt. 10.4%   9/25/2017 BroadSoft 1,522 P2 Capital Partners 7.3%   9/22/2017 Abertis 20,109 TCI 1.0%  9/20/2017 Alior Bank SA 2,416 Aviva Investors 8.9%  9/18/2017 Ultra Petroleum 1,752 Fir Tree 18.5%  9/18/2017 SINA Corporation 8,220 Aristeia Capital 3.2%    9/15/2017 Adient 7,520 Blue Harbour Group 6.2%   9/14/2017 Hitachi Kokusai Electric 2,767 Elliott Mgmt. 6.1% 9/14/2017 EQT Corporation 10,949 D.E. Shaw 4.0%    9/13/2017 Penn Virginia Corporation 585 Strategic Value Partners 10.0%  9/13/2017 Abertis 20,193 Elliott Mgmt. 1.1%  9/12/2017 Team 382 Engine Capital Mgmt. 1.4%    9/12/2017 Commerzbank 19,021 Petrus Advisers 5.0%     9/6/2017 Matrix Service Company 323 Engine Capital Mgmt. 1.7%  9/5/2017 RLJ Lodging Trust 2,502 Land & Buildings Inv. Mgmt. 2.0%  9/1/2017 Penn Virginia Corporation 577 Mangrove Partners 9.4%  8/31/2017 STADA Arzneimittel 5,824 Elliott Mgmt. 15.2%   8/25/2017 Cars.com 1,814 Catalus Capital Mgmt. 6.0%  8/25/2017 Amplify Snack Brands 454 Discovery Group I 5.7% 8/22/2017 Revlon 918 Mittleman Brothers 5.4%  8/21/2017 Community Health Systems 807 ASL Strategic Value Fund --   8/17/2017 OHB SE 790 Wyser-Pratte Management Co 2.0%    8/14/2017 A. Schulman 791 Cruiser / Kingdon Capital 8.8%    8/14/2017 Refresco Group N.V. 1,690 Wyser-Pratte Management Co --  

Source: Activist Insight, FactSet and public filings. 13 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Calculated as of campaign announcement date. 2017 ACTIVISM YEAR IN REVIEW A 2017 CAMPAIGNS AND KEY OBJECTIVES

2017 Campaigns—Key Objectives (cont’d) ($ in millions)

Campaign Capital Announce Initial Business Board Return/ Management Date Company Mkt Cap1 Activist %O/S1 Strategy Change Governance M&A Structure Operational Change 8/11/2017 Seagate Technology $9,186 ValueAct Capital 7.2%  8/8/2017 Advanced Drainage Systems 1,148 Berkshire Partners 16.3%   8/7/2017 Acorda 1,000 Scopia Capital Mgmt. 16.5%  8/4/2017 NXP 38,240 Elliott Mgmt. 6.0%  8/4/2017 ADP 50,042 Pershing Square 8.3%   8/3/2017 Ensco plc 2,313 Arrowgrass Capital Partners 3.4%  7/31/2017 Dillard's 2,406 Snow Park 2.0%   7/28/2017 Team 434 GAMCO Asset Mgmt. 7.0% 7/27/2017 Cornerstone OnDemand 2,314 RGM Capital 4.7%  7/25/2017 Barnes & Noble 514 Sandell Asset Management 1.4%   7/25/2017 ComScore 1,554 Starboard Value 4.9%   7/24/2017 Sabra REIT 1,534 Eminence Capital 3.9%  7/18/2017 Abercrombie & Fitch 630 SLS Management 0.8%  7/13/2017 Zimmer Biomet 25,453 JANA Partners 2.3% 7/13/2017 Sabra REIT 1,503 Hudson Bay Capital 3.2%  7/10/2017 Burberry Group PLC 9,257 Royal London Asset Mgmt. 0.5%   7/4/2017 Clariant 7,424 Corvex Mgmt. / 40 North 7.2%  7/3/2017 EQT Corporation 10,396 JANA Partners / Chapter IV 5.8%    7/3/2017 Basic Energy Services 647 Silver Point Capital 18.8%   6/29/2017 Hain Celestial Group 3,685 Engaged Capital 9.9%   6/28/2017 Dow 77,273 Glenview 1.3%  6/28/2017 Mediaset SpA 3,879 Amber Capital 2.5%      6/27/2017 Nestle 262,528 Third Point 1.3%   6/23/2017 Liberty Media 7,075 GAMCO Asset Mgmt. 7.7% 6/19/2017 Hudson's Bay Co. 1,160 Land & Buildings Inv. Mgmt. 4.3%    6/16/2017 Procter & Gamble 225,763 Trian Partners 1.4%  6/5/2017 Ocado 2,512 Crystal Amber 0.5%  6/1/2017 ShoreTel 392 RGM Capital 0.5%   6/1/2017 FirstGroup plc 1,568 West Face Capital 5.0%  5/30/2017 Ericsson 21,643 Cevian Capital 5.6%  5/30/2017 Energen 5,412 Corvex Mgmt. 5.5%   5/24/2017 ILG 3,400 FrontFour Capital 0.7%   5/22/2017 Cheniere Energy Partners 6,153 Zimmer Partners 5.5%   5/22/2017 Babcock & Wilcox 454 Lightship Capital 9.9%    

Source: Activist Insight, FactSet and public filings. 14 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Calculated as of campaign announcement date. 2017 ACTIVISM YEAR IN REVIEW A 2017 CAMPAIGNS AND KEY OBJECTIVES

2017 Campaigns—Key Objectives (cont’d) ($ in millions)

Campaign Capital Announce Initial Business Board Return/ Management Date Company Mkt Cap1 Activist %O/S1 Strategy Change Governance M&A Structure Operational Change 5/18/2017 athenahealth $4,230 Elliott Mgmt. 9.2%     5/18/2017 Spectrum Brands 7,511 Tourbillon Capital 3.7%  5/17/2017 Arcam 751 Elliott Mgmt. 10.1%  5/17/2017 Mueller Water Products 1,779 GAMCO Asset Mgmt. 5.0% 5/11/2017 Parexel 3,803 Starboard Value 5.7%    5/8/2017 Century Link 12,953 Corvex Mgmt. 5.5%    5/8/2017 Gigamon 1,271 Elliott Mgmt. 15.3%  5/4/2017 Avon Products 1,592 Barington Capital 0.7%  5/4/2017 Lagardère 4,140 Amber Capital 4.3%  5/2/2017 Granite REIT 1,715 FrontFour Capital / Sandpiper 6.2%     Black & White Capital / TPG 2.0% / 4.3% 5/2/2017 Etsy 1,283      Group / Dragoneer Inv. Group / 3.7% Kennedy Wilson Europe Real 5/2/2017 1,619 Soros Fund Management 12.0%   Estate plc 5/1/2017 SeaWorld Entertainment 1,496 Hill Path Capital 7.7%   4/27/2017 KKR 8,480 ValueAct Capital 4.9%  4/27/2017 Honeywell 99,012 Third Point 0.2%   4/13/2017 Peabody Energy Corporation 3,500 Elliott Mgmt. 25.4% 4/13/2017 Peabody Energy Corporation 3,500 Discovery Capital Mgmt. 29.6% 4/10/2017 BHP Billiton 99,283 Elliott Mgmt. 4.1%     4/10/2017 Rent-A-Center 510 Marcato Capital Mgmt. 4.9%  4/10/2017 Whole Foods Market 9,896 JANA Partners 8.8%     4/6/2017 ENAV SpA 2,598 Amber Capital --  4/5/2017 Ascopiave S.p.A. 898 Amber Capital 3.1%  3/29/2017 Lennar Corporation (Class B) 1,296 GAMCO Asset Mgmt. 11.2%  3/28/2017 Achaogen 855 Robert Duggan 5.7% 3/28/2017 General Motors Company 55,690 Greenlight 5.0%    3/28/2017 Deckers Outdoor Corporation 1,804 Red Mountain Capital 3.3%    Patrick Soon-Shiong 3/27/2017 tronc 506 26.7%  (California Capital Equity) 3/27/2017 Tesco 23,397 Artisan Partners / Schroders 9.0%  3/27/2017 DigitalGlobe 1,956 Edenbrook Capital 0.4% 3/27/2017 Ansaldo STS 2,519 Litespeed Management 3.8%  3/23/2017 ASM International N.V. 3,304 Eminence Capital 9.0%  3/20/2017 Blackhawk Network Holdings 2,010 JANA Partners 4.7%  

Source: Activist Insight, FactSet and public filings. 15 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Calculated as of campaign announcement date. 2017 ACTIVISM YEAR IN REVIEW A 2017 CAMPAIGNS AND KEY OBJECTIVES

2017 Campaigns—Key Objectives (cont’d) ($ in millions)

Campaign Capital Announce Initial Business Board Return/ Management Date Company Mkt Cap1 Activist %O/S1 Strategy Change Governance M&A Structure Operational Change 3/20/2017 Putnam Municipal $500 Bulldog Investors 10.3%  3/20/2017 Conwert 1,600 Petrus Advisers 1.7%  3/17/2017 AkzoNobel N.V. 20,372 Elliott Mgmt. 3.3%  3/17/2017 Armstrong Flooring 533 GAMCO Asset Mgmt. 7.1% 3/14/2017 Immofinanz AG 2,205 Petrus Advisers --   3/13/2017 Community Health Systems 1,073 Shanda Asset Mgmt. 13.7%  3/13/2017 GCP Applied Technologies 2,330 40 North 9.0% 3/9/2017 PHH Corporation 669 EJF Capital 8.4%   3/8/2017 Southwest Gas Holdings 4,036 Scopia Capital Mgmt. 2.7%  3/7/2017 Innoviva 1,274 Sarissa Capital Mgmt. 3.1%   3/6/2017 WebMD Health Corp. 1,910 Blue Harbour Group 9.0%   3/3/2017 Arconic 12,515 Allan & Gill Gray Foundation 2.8%   3/2/2017 Hispania Activos Inmobiliarios 1,929 Soros Fund Management 16.6%  2/27/2017 GAM Holding AG 1,790 RBR Capital 2.1%  2/22/2017 Deltic Timber Corporation 951 Southeastern Asset Mgmt. 15.0%  2/21/2017 Bristol-Myers Squibb 91,314 Icahn Associates --  2/21/2017 Bristol-Myers Squibb 91,314 JANA Partners 0.2%  2/21/2017 Motorcar Parts of America 542 Engine Capital Mgmt. 0.7%   2/21/2017 Tribune Media Co. 2,927 Starboard Value 6.6% 2/21/2017 Tiffany & Co. 10,726 Francesco Trapani / JANA 5.1%  2/17/2017 Bioverativ 4,783 ValueAct Capital 7.1%  2/17/2017 Cypress Semiconductor 4,106 Thurman John Rodgers 2.7%   2/15/2017 Parmalat 6,116 GAMCO Asset Mgmt. 1.2%  2/15/2017 Arconic 12,809 Lion Point Capital 0.2%      2/14/2017 Safran 28,283 TCI 4.0%   2/14/2017 CSX Corporation 34,544 Mantle Ridge 4.9%      2/10/2017 Wacker Neuson 1,171 Petrus Advisers --   2/9/2017 Columbia Pipeline Partners 1,726 Whetstone Capital Advisors 1.2%  2/8/2017 Deckers Outdoor Corporation 1,443 Marcato Capital Mgmt. 6.0%  2/8/2017 Thomas Cook 1,843 Standard Life 13.0%  2/6/2017 Arconic 11,358 First Pacific Advisors 4.5%   2/2/2017 CoLucid Pharmaceuticals 892 GAMCO Asset Mgmt. 6.3% 2/2/2017 CLARCOR 4,035 GAMCO Asset Mgmt. 5.3% 1/31/2017 Vascular Solutions 979 GAMCO Asset Mgmt. 5.7%

Source: Activist Insight, FactSet and public filings. 16 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Calculated as of campaign announcement date. 2017 ACTIVISM YEAR IN REVIEW A 2017 CAMPAIGNS AND KEY OBJECTIVES

2017 Campaigns—Key Objectives (cont’d) ($ in millions)

Campaign Capital Announce Initial Business Board Return/ Management Date Company Mkt Cap1 Activist %O/S1 Strategy Change Governance M&A Structure Operational Change Nijaz Hastor (Cascade 1/31/2017 Grammer AG $579 20.2%   International Investment) 1/30/2017 Foundation Medicine 682 Discovery Group I 5.2% 1/30/2017 Forest City Realty Trust 5,606 Land & Buildings Inv. Mgmt. 1.0%    1/30/2017 Rent-A-Center 500 Engaged Capital 9.9%  1/25/2017 Cabot Microelectronics 1,596 Hudson Executive Capital 5.0%   Legion Partners Asset Mgmt. / 1/24/2017 Banc of California 729 6.3% / 0.2%    CalSTRS 1/24/2017 Virtus Investment Partners 916 Marcato Capital Mgmt. 1.4%  1/24/2017 AtriCure 497 Hudson Executive Capital 5.6%   1/21/2017 Bovis Home 1,500 Schroders 6.4%  1/19/2017 Rudolph Technologies 703 Voce Capital Mgmt. 0.8%   1/19/2017 Nanometrics Incorporated 627 Voce Capital Mgmt. 0.8%   1/18/2017 Radius Health 1,926 Farallon Capital Mgmt. 6.0% Bluescape Energy Partners / 1/17/2017 NRG Energy 4,605 2.5% / 6.9%   Elliott Mgmt. 1/17/2017 Burberry Group PLC 9,257 Livermore Partners --  1/12/2017 The Advisory Board 1,451 Elliott Mgmt. 8.3%   Charity Investment Asset 1/10/2017 Zodiac Aerospace 7,550 --  Management (CIAM) 1/9/2017 Conduent 2,946 Icahn Associates 9.8% 1/6/2017 Progress Software 1,511 Praesidium Inv. Mgmt. 10.2% 1/4/2017 Hertz Global Holdings 1,859 GAMCO Asset Mgmt. 5.1% 1/4/2017 Columbia Pipeline Partners 1,721 GAMCO Asset Mgmt. 5.5% 1/3/2017 EQT Corporation 11,298 Chapter IV Investors 0.2%   1/2/2017 Telia 17,477 Cevian Capital --  Average 10,634 6.2%

Source: Activist Insight, FactSet and public filings. 17 Note: All data is for campaigns conducted by U.S. and European activists at companies globally with market capitalizations greater than $500 million at time of campaign announcement. 1 Calculated as of campaign announcement date. CONFIDENTIAL 2017 ACTIVISM YEAR IN REVIEW

B Selected Members of Shareholder Advisory Group 2017 ACTIVISM YEAR IN REVIEW B SELECTED MEMBERS OF SHAREHOLDER ADVISORY GROUP

Shareholder Advisory Group—Key Contacts

Jim Rossman Mary Ann Deignan Andrew T. Whittaker Gilles Mentré Managing Director and Managing Director Managing Director Managing Director, Paris Head of Shareholder Advisory Tel: +1 212 632 6938 Tel: +1 212 632 6869 Tel: +33 1 44 13 04 84 Tel: +1 212 632 6088 [email protected] [email protected] [email protected] [email protected]

Rich Thomas Christopher Couvelier Sunil Suri Director Vice President Vice President Tel: +1 212 632 2652 Tel: +1 212 632 6177 Tel: +1 212 632 6512 [email protected] [email protected] [email protected]